Document 0JOejaaXBBZYJRjMma3pYEOwJ

FILE NAME: Garlock (GAR) DATE: 1944 Nov 16 DOC#: GAR070 DOCUMENT DESCRIPTION: Meeting Minutes with Attendees - Organization Meeting - Asbestos Textile Institute w J Praaant war* t m u r s OT THE OBCAfll^ATlor? of aama..i g 33K ger n y a HaId at tba Onitaraity Club. He ?irk. H. Y., at 1000 A.M. os Thursday, November l. 1944 Aabaatoa Textile Company Tfccoas 1 Catka X. Franklin Burka * Co* J. Franklin Burk* Carollaa Aabaatoa Company C. H* Carlaugh - Carleek P e king Company George Abbott Jobna-Manrilla Corporal ion l. R. Hoff F. 7. bate Arthur L* Flak. Jr. (Alters;' Xaaabay A Hattiaon Company E. lAiablaek As* C* Scott Ftilledalphla Asbastes Ccr.paay S. A* Teub&ar, Jr. A. 7. Scanlon ---- -- > i h c a l d ba A.J. Sear Rnyb*atoa~Uanhattan. Inc. Georgs Marshall X* F. D. Jtohrbach as 'Scanlon" la lnc asellina) Southern Aabaatoa Company C. S. Fatal F* X. Scnlutar Cfeioa Aabaatoa A Rubber Company R. Slide Xm -Xm Coban United Stataa Rubber Coispary IJ.O. Smith H.E. Sunbury Uc. b ' ".> -2- Rohrbecb vas aleetad teoporery a l m a and Idr. Fiak vas lvetad actlag aacretsry of tha aecting Th propasad Oonstltutlon aad By-Lava of tha Institu# ara raad asd diacuaaad. and changos vara suggeated la rtiela III aad-17 of tba proposad Coaatitutloa aad aaetioa 6 of tha propoaad B}*lan( Tha suggeated changas vara incorporatad la tha propoaad Coaatitutloa aad Ry-La*a. Mr. feiehleck aovad tba adoptloO of tha Coaatitutloa aad ByLava aa anandad. Mr. rabal ascended tba catin. Tha fclleslag -eoapsaies vetad la favor of tha aotloai abasto* Textil# Coapany Jm Tranklla Burfca t Ce Careliaa Aj bastea Ceapaay Garloek Sfceklag Ccepany Xohna-grilla Corporation Xaasbay % Msttiaan Conpasy Philadalpbla Asbeatos Coapany Baybaatoa Manhattan. Ihe. Southern abastos Ceapaay Dales sbaatoa * Aibbar Ceapaay Onlted Statos Rubber Coapany Tha folloaing compaas votad la oppcaltiont Nona. Tha aotloa as carried. The fellowlag ccmpanias thaa axecuted tha aeobersbip egreeaentt abastos Taztila Coapany 7. Uraniaia Burke & Co. Carolina abastes Coapany lohns-Menvllla Corporotlon Xeesbey ft Hattlson Coapany SfclladelphlB abastos Ceapaay Haybaatoe-Manhettan. Inc* Southern abastos Ccmpery Union abastos Aibber Coapany Tha Carleek fheklag Ceapaay aad tha United Statas Rubber Coapany rasarvad daeleloa executlag tba aeaberablp agreaaent peadiag raealpt by thaa of tha Coaatitutloa. aad RyLewe in final fono Zt aa aovad by Mr. Hoff aad saeondod by Mr* Carleugh tbst a nomlaatiag eaaaittaa conpoaed of Mr. Muchleck. Mr. Scblutar aad Mr Cobaa ba appoiatad aad tbat thay retira aad briag in aomiaatioaa fer tha Board of Covaraero. Tha folloaing acabara votad la favor of tha aotloni abastos Textil* Coapany J. rraaklia Burke * Co. Ceroliaa sbaatoa Coapany johns-ifcutvllle Corporation Xeasbey 6 khttlaon Ceapaay Ihlladolpbia abastos Cocpsny Raybeatoa-tfenhattsn, Znc. Southern abastos Coapany Union abastos Rubber Coapany UlU Tha following Unbars votad is opposition! Nona Tha ootlon a earriad. Tha cconlttaa ratirad ad raturntd with tba following nominations for tbs Board of Govaraors blab war* auhalttsd to tba satin* Ur Fsbal Ur. Marshall Ur* Scott Ur. Taubner Ur. taken Hr* Hoff movad that tba naninationa for tha Board of Governors ba cloaad and Ur. Csrleugh aacoodad tba aotlaa. lbs following Uaabora votad is favor of tba action Asbaatos fartlla Company J. Franklin Burks * Co Carolina Mbaatoa Company 7otan*UaATllla Corporation Xaasbay A Mattiaon Company Pbiladalpbla Aabsstos Ccnqaay Raybaatoa<4feahattaa Inc* Soutbarn Aabaatoa Company Onion Asbastoa a ftibbar Company Tba following Uanbara votad in opposition* tone. Tba motion was eaxrlad. Ur* Hoff than wad aaeondad by Ur. Aaehleek. that tba following ba aleotad to tba Board of Coratruorai Ur* Fabal Mr* Marshall Ur* Scott Ur. Tsubnsr Ur. akan Tba folloolag Uaabora votad la favor of tha cotion isbaatoo ?xtila Company 3* franklin Burka k Co Carolina Asbaatos Company Jobna-tfanvilla Corporation Xaasbay g Uattlaon Company Ibiladolpbla Asbaatos Company Aaybastos-tiuhsttan, Zac* Soutban Asbaatos Company Union Asbaatos A Bubbsr Company Tba following Mambars votad la opposition Nona. Tba metioa aaa eaxrisd. 06UU11 MINUTES Of THE ORGANIS T TOM lg?TT3C of Present were* Held at the University Club He Tirk N Y. at lOsOO A.M on Thursday November i. 19hh* Asbestos Textile Company Themas 1* Gatke 7 Franklin Burke it Co* 3 . Franklin Burke Carolina Asbestos Company C. H. Carlough -- Garloek Peeking Company George Abbott Johns-Mtnville Corporat io; L. R. Hoff F 7 WAkeD Arthur L. Fisk, Jr. (Attorney', Keaabey A Matt iaon. Company E. Uiehleek ITm. C. Scott Ihiladelphia Asbestos Company L R* Teubner, Jr* A 7 Scanlon - .. Haybestos-Hanhattan, Inc. George Marshall J. F. D* Hobrbach Shcold b e A. J, Scar as "Scanlon11 la ine spelling) Southern Asbestos Company G. s Fabel F E. Schlter Onion Asbestos it Rubber Company R. Wilde L. -L. Cohen United S ta te s Rubber Corrpary II.G, S m i t h H.E. Sunbury (J C fj '':i 2 MT Rohrbach was elected temporary chairman and Ur. Flak was elected acting secretory of tbe meeting The proposed Constitution and By-Laws of the Institute were read and discussed, and changes were suggested in Article 111 and- IV of the proposed Constitution and section 6 of the proposed By-Laws. The suggested changes were incorporated in the proposed Constitution and By-Laws* Mr l&Mhleck moved the adoption o f the Constitution and By-Laws as onended. Mr. Fabel seconded the motion The following .companies voted in favor o f the motion Asbestos Textile Company 7. Franklin Burke ( Co* Carolina Asbestos Company Gerlock Packing Company Johns-ManrlUe Corporation Xeasbey & Msttison Company Philadelphia Asbestos Company Baybestos-Manhattan. Inc* Southern Asbestos Company Union Asbestos & Rubber Company United States Rubber Company Tbe following companies voted in opposition None The motion was carried* The following companies then executed the membership agreement Asbestos Textile Company 7 Franklin Burke & Co Carolina Asbestos Company Johns-Manville Corporation Xeaahey & Mattlaon Company Philadelphia Asbestos Company Raybestos-Manhattan, Inc Southern Asbestos Company Union Asbestos & Ribber Company The Gerlock Packing Company and the United States Rubber Company reserved de- -J cisin executing the membership agreement pending receipt by them of the { Constitution and By-Laws in final form* It wag moved by Mr. Hoff and seconded by Mr. Carlough that a nomin ating conmittee composed of Mr. Muehleck, Mr. Schluter and Mr. Cohen be ap pointed and that they retire and bring in nominations for the Board of Governors. The following members voted in favor of the motion Asbestos Textile Company J. Franklin Burke & Co Carolina Asbestos Company Johns-Manvllle Corporation Xeasbey & Mattison Company Philadelphia Asbestos Company Raybestos-Monhattan, Inc. Southern Asbest os Company Union Asbestos & Rubber Company UtiU The following Members voted In opposition* None. The motion wee carried. The committee retired and returned with the following nominations for the Board of Governors which were submitted to the meeting Ur. Fabel Ur. Marshall Mr. Scott Mr Taubner Mr* Waken Ur. Hoff moved that the nominations for the Board of Governors be closed and Ur. Carlough seconded the motion. The following Members voted In favor of the notion. Asbestos Textile Company J. Franklin Burke * Co. Carolina Asbestos Company Johns-Manville Corporation Xeasbey & Mattison Company Philadelphia Asbestos Company Baybeatos<4ianhattan, Inc* Southern Asbestos Company Union Asbestos it Bubber Company The following Members voted in opposition Itone. The motion was carried. Mr. Hoff then moved, seconded by Mr* Muehleck, that the following be elected to the Board of Governors Mr. Mr Mr. Mr. Mr. Fabel Marshall Scott Teubner Wekem The following Members voted in favor of the motion Asbestos Textile Company 1 Franklin Burke & Co. Carolina Asbestos Company Johns-Uanville Corporation Xeasbey & Mattison Company Philadelphia Asbestos Company Bay best oe-lianhattan, Inc* Southern Asbestos Company Union Asbestos & Bubber Company The following Members voted in opposition None. The motion was carried 080011 CONSTITUTION AND BY-LAWS of. ASBESTOS TEXTILE INSTITUTE A s adopted at me etin held November 16, 1944, a n d b y written assent of all members* CONSTITUTION ARTICLE I - NAME The name of. this organization shall be the Asbestos Textile Institute The principal office of the Institute shall be situated at Washington, D. C, ARTICLE II - PURPOSES ( / The Institute is formed as a voluntary, non-profit, unincorporated organization to render service to the different manufacturers and the trade in connection with asbestos textile materials as manufactured by its Members* The purposes o f the Institute shall be; 1. To promote ethical business standards in the Industry and fair trade practices In dealings between manufacturers and the trade and in representations to the public* 2, To lawfully promote the following activities: (a) The development of standards through research, practical tests, and other available means, the application of which by Individual manufacturers, will insure a proper measure of quality In each of the Industry* s pro diets*. (b) The development through research and other means of new uses and markets for the Industry's products, resulting In an increased consumption and a grading up of the Industry's products through the sale of better quality asbestos textile materials* 8001 2 3. To lawfully promote and foster such Industry policies and programs as will tendt Ca) To cultivate the good will of engineers, distributors, manufacturers, and the consuming public, and to improve their acceptance of the Industry's products. (b) To develop a more creative selling b y the Industry's f i salesmen, and to instill among such salesmen an " / attitude of courageous aggressiveness in combating attacks upon the Industry, its Members, and its products. (aO To promote Industry welfare through cooperative research, improved manufacturing, selling and distribution methods. (d) To cooperate i n maintaining open, free, unrestrained and equitable competition in a manner consistent with the laws of the United States. 4. To act as a clearing house in the collection and dissemination of lawful information and statistics in respect to production* orders, shipments, stocks on hand, costs, credits, freight rates, employment, and such other matters as may be of value to the different manufacturers and the trade. No Member shall be required to furnish or receive any such information. ARTICLE III - MEMBERSHIP 1. All individuals, partnerships, and corporations located in the United States manufacturing textiles out of raw asbestos fibre are eligible to membership in this Institute. 2. Membership in the Institute may be terminated b y the Board of Governors u p o n the failure of a Member to p a y any installment of fees, dues and/or assessments within thirty days after the time designated for such payment by the Board of Governors. 3. Any Member m a y resign from the Institute at ary time upon payment of his dues and/or assessments for the current quarter and for the three ensuing quarterly periods, such payment to be on the basis of dues and/or assessments in effect at the time of resigna tion*. 4. In the event of any Member terminating his membership i n the Institute or of such membership being terminated by a unanimous vote of the remaining Members of the Institute, such Member Shall have no equity in the fund or assets of the Institute. 0800(12 Thi3 page to replace Page 3 In original Constitution* It Includes changes in item M, Art. IV, as approved 12/1/46. -3- ARTICLE IV - MEETINGS 0? THE INSTITUTE 1. The time and place of holding meetings of the Institute shall he determined by the Board of Governors of the Institute,-who hnii have authority to call such meetings as may be desirable to conduct the Institute business. A meeting of the Institute shall also be called by the President upon request of a majority of the Members. Reasonable notice of all meetings shall be given to the Members. The President shall call a meeting of the Institute as near as poss ible to the twenty-first day of the last month in each quarter of the calendar year. 2 . The Institute shall hold an annual meeting in December, 1946 for the purpose of electing members to the Board of Governors for the fiscal year 1947 and the transaction of such other business as may properly come before such meeting and thereafter the annual meeting of the Institute for the aforesaid purposes shall be the third quarterly meeting in each year, the date of such meeting to be fixed by the Board o f Governors. 3 . In all proceedings of the Institute and at all meetings thereof each Member shall be entitled to only one vote. Subsidiaries o r divisions of parent Members shall not be entitled to vote* At all meetings of the institute there shall be present not less than a majority of all Members, represented m person by their duly authorized representatives who are entitled to vote in order to constitute a quorum for the transaction of business. Except for approving a budget submitted or authorizing the expenditures of moneys for special purposes which must be approved by all Members of the Institute, action binding on the Institute may be taken by a majority vote of those attending a meeting at which a quorum Is present. A majority of all Members present at any meeting of the Institute, although less than a quorum, may adjourn such meeting without further notice until a quorum shall b e in attendance* ARTICLE V - DISSOLUTION 1, The Institute may be dissolved by the vote or written consent of two-thirds of the Members of the Institute, after two weeks written notice to all Members of the Institute of the proposed dissolution, 2, In the event of thereof at the time refund from the net such Member* s total ceding three years. the dissolution of the Institute, each Member of such dissolution shall be entitled to a assets of the Institute pro-rated according to contributions to the Institute during the pre ARTICLE VI - AMENDMENTS This Constitution may be amended only (1) by a two-thirds vote of the Members of the Institute, and after vritten notice stating the substance of the proposed change shall hnve been served on each Member at least two weeks before the meeting of the Institute at which the vote shell be taker.; or (2) by the written assent of all Members in which such two weeks' notice is waived. This page to replace Pago U of the By-Laws as amended and approved L A 7 A 7 Zt includes changes in paragraph 3 of section number 2 of the By-Laws, as approved li/L7/ii8. -4i~ BI-LAWS 1. Institute Mae tings At all meetings of the Institute, Members represented for voting purposes by the chief exsctutlvm officer of or in his absence, by a duly authorized representative thereof who designated as a n alternate representative, and whose name has been such designation with tbs President shall be such Member; has been filed under In the absence o f the chief executive officer or the duly designated alternate, a Meaber may be represented by any duly authorized representative thereof appointed, in writing, to vote at the designated meeting by the chief executive officer, or in default of such appointment, by the alternate representative. No representative o f a n y Institute Ueofeer shall be allowed to vote at meetings unless such representative has authority to commit such Member in accordance with his vote. Mo Headier shall vote at any meeting o f the Institute except through a duly authorised officer or representative of such Meaber company designated for the purpose, as provided in this paragraph. 2. Board of O o v e m o r s i The general affairs of the Institute shall be managed and directed by a Board of Governors consisting of live Members w h o shall be elected from the Handlers o f the Institute by a majority vote thereof with due consideration being given to having in office a Board of Governors duly representative of the entire Industry. The Members of the Board of Governors shall be elected to serve one year and until their successors are elected. In the event of a n y vacancy occurlng on the Board.of Governors, such vacancy shall be filled b y a new Member of the Board of Governors to be elected at the next regular aeeting of the Institute and to serve the unexpired term created by such vacancy. The Board of Governors shall elect annually a President, a Tice President and a Treasurer from the members of the Institute and a Secretary and Assis tant Treasurer w h o need not be members of the Institute. Vacancies occurring in aiy one of said offices shall be filled by said Board of Governors. The Board shall not elect the same Individual to serve as President for more than two successive annual t e r m , but an individual shall not be disqualified from serving again aa President after an interval of one year from the termination of the period for w h i c h he was previously elected. The Board of Governors shall have power to make appropriations from the Institute funds for the carry ing on of the w o r k of the Institute subject to the provision that it shall authorize no expenditures the aggregate o f which exceeds the approved budget of the Institute. 3. President* The duties of the President shall be to direct the activities of the Institute in intervals between the meetings of the Board of Governors and to preside at all meetings of the Institute and of the Board of Governors. He shall have authority to appoint such conmittees as may be required to conduct the business of the Institute and shall bp^a lumber ex-officio of such committees and of the Board of Governors. U o U u l 1** Tide paga to replace Page 5 of the By-Laws as emended and approved UA7/U7. It Includes changes in paragraph 3 of section number $ of the By-Laws, as approved k/llM- -5- The President shall have the power to make leases for the Institute offices, to employ or authorize the employment of such personnel (except as otherwise provided for in these By-Laws) as may be needed to carry on the work of the Institute, and purchase or autljorlce the purchasing of supplies and equipment, provided the expenses for such purchases shall not exceed the appropriations fixed by the Members. iu Vice-President: The Vice-President shall perform the duties of the Presldent in his absence or during his illness or disability, 5. The Treasurer of the Institute* The Treasurer shall receive and receipt for all moseys collected b y the Institute or its officers and shall disburse the same upon the presentation of proper vouchers issued and countersigned by the Institute Manager, lie shall keep a correct record of an account for all moneys coming into his hands and of all disbursements, and shall make reports thereof to the Institute and to the Board of Governors when and as often ae may be required. He shall deposit the funds of the Institute in a national or state bank o r trust company, subject to the approval of the Board of Governors. The Treasurer shall execute a surety bond conditioned for the faithful discharge of his duties, and in such penalty and with such surety as shall be approved by the Board of Governors. The cost of such bond shall be paid out of the treasury of the Institute. The Treasurer shall prepare a budget covering the estimated annual expense of operating the Institute, which shall be approved by the Board of Governors and be subject to the ratification or modification b y unanimous action of the Members of the Institute. The budget thus established may be modified at eny subsequent meeting of the Institute by unanimous vote of its Members. All of the duties as outlined in this clause may be delegated by the Treasurer to the Assistant Treasurer. 6. Initiation Fees, Dues and Assessments! Each Member of the Institute shall pay an initiation fee of *500 at the time it Joins the Institute. Additional funds required for expenditures authorized by the members and by the Board of Governors of the Institute shall be collected by assessments from each member upon the following basest general assessments, Fellowship assessments and Air ifygiene assessments shall be made In accordance with each member's propor tion of production to the total production for the calendar year o f all members of the Institute of such products as may from time to time be prescribed b y the members for that purpose, with a minimum general assessment of $$00 for each nmmber for each calendar year, the balance of the total general assessment over any minimum payments being prorated among the members whose computed general assessments are greater than 9500; assessments for publicity shall be made in accordance w i t h each member's proportion of textile sales in pounds to the total textile sales in pounds for the calendar year of all members of the Institute. The said total production for a calendar year and the said total sales shall be determined b y an outside independent accountant appointed by the Board of Governors for such purpose. Each member shall furnish to said accountant the data necessary to establish such percentages. 0800! This page to replace Page 6 of the original By-Lane, It includes new paragraphs numbered 7 and 8, as approved h/ll/ht. - 6- 7- Secretary i The Secretary shall keep the minutes of the meetings of the Board of Governors and of the members of the Institute and shall perform all the regular duties of a Secretary and such other duties as may be designated from time to time by the Board of Governors. The Secretary shall receive such compensation as may be determined by the Board o f Governors from tine to time. 8. Assistant Treasurer: The Assistant Treasurer shall perform the duties of Treasurer in the absence o r disability of the Treasurer and shall perform such duties as may be delegated to M m by the treasurer or the Board of Governors. The Assistant Treasurer shall execute a surety bond conditioned for the faith ful discharge of his duties and in such penalty and with such surety as shall be approved by the Board of Governors. The cost of such bond shall be paid out of the treasury of the Institute. 9. The Fiscal Year* The fiscal year o f the Institute shall end on December 31st" 10. Amendment of By-Laws The By-Laws may be amended by a two-thirds vote of the Members of the Institute at any meeting thereof, and without prior notice. 08000U 7HERSAS the m ethod of asse s s m e n t h e r e t o f o r e in effect has not resulted in an equitable division of the expenses of the Institute between its members, and it is the concensus of the membership that the assessments should continue to be based upon the same production as heretofore, but that tho minimum General assessment should be lncroasod from ^ 5 0 0 to :>1,000 p e r year, It is RESOLVED, that Section 6 of tho By-Lans be and it hereby is amended to r e a d as follows: n 6. I n i t i a t i o n F e e s , D u e s a n d A s s e s s m e n t s . E a c h Member of tho Institute shall pay an initiation fee of 0 5 0 0 at tho t i u o it Joins the Institute Additional funds required for expenditures authorized by the members and by the Board of Governors of the Institute shall be collected by assessments from each membor upon the following bases: general assessments. Fellowship assessments and Air Hygiene assessments shall be made in accordance with each member's proportion of production to the total pro<h;ction for the calendar yoar of all members of the I n s t i t u t e o f s u c h p r o d u c t s c.s m a y f r o m t i m e to timo be prescribed by the members for that purposo, with a minimum general assess m ent of ;}1,000 f o r e a c h m e m b e r f o r each calondar yoor, the balance of the total general assessment over cny minimum payments being prorated among tho members whoso com puted general assessments are grocl er than 5lf000; assessments for publicity shall be made in accordance with each member's proportion of textile sales in pounds to tho total textile sales in pounds for tho calendar year of all members of the Institute. The said total production for a calendar yoar and the said total sales 6hall be determined by an outside Independent accountant appointed by the Board of Governors for such purpose. Each member shall fur n i s h to said accountant the data nocessary to establish such per c e n t a g e 8." U8UUU7